To the Members of

SURYALATA SPINNING MILLS LIMITED Report on the Audit of the Financial StatementsOpinion

We have audited the accompanying financial statements of SURYALATA SPINNING MILLSLIMITED ("the company") which comprise the Balance Sheet as at March 312022 the Statement of Profit and Loss (including other comprehensive income) theStatement of Changes in Equity and the Statement of Cash Flows for the year ended on thatdate and a summary of the significant accounting policies and other explanatoryinformation (herein after referred to as "the financial statements")

In our opinion and to the best of our information and according to the explanationsgiven to us the accompanying financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2022 the profit and other comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards onAuditing (SAs) specified under Section 143(10) of the Act. Our responsibilities underthose standards are further described in the Auditors responsibility for the Audit ofFinancial Statements section of our report. We are independent of the company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules made thereunder and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit Matters

Key Audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe financial statements and our auditor's report thereon. Our opinion on the financialstatements does not cover the other information and we do not express any form ofassurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated. If based on the workwe have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management and Those Charged with Governance for the FinancialStatements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the financial position financial performance including othercomprehensive income cash flows and changes in equity of the Company in accordance withthe Indian

Accounting Standards (Ind AS) prescribed under Section 133 of the Act read withrelevant rules issued there under and other accounting principles generally accepted inIndia. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the companyand for preventing and detecting the frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation offinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements the Board of Directors is responsible forassessing the company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe Board of Directors either intends to liquidate the company or to cease operations orhas no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls in place and the operating effectivenessof such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify our audit. We also providethose charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence and to communicate with them all relationships andother matters that may reasonably be thought to bear on our independence and whereapplicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order2020 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure A a statement on the matters specified in the paragraph3 and 4 of the Order to the extent applicable.

2) As required by Section 143(3) of the Act we report that: a) We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit. b) In our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books. c) the balance sheet the statement of profit and lossincluding other comprehensive income statement of changes in equity and the cash flowstatement dealt with by this Report are in agreement with the books of account. d) In ouropinion the aforesaid financial statements comply with the Indian Accounting Standards(Ind AS) prescribed under Section 133 of the Act. e) On the basis of writtenrepresentations received from the directors as on March 31 2022 taken on record by the

Board of Directors none of the directors is disqualified as on March 31 2022 frombeing appointed as a director in terms of Section 164(2) of the Act. f) With respect tothe adequacy of internal financial controls with reference to financial statements of theCompany and the operating effectiveness of such controls refer to our separate report in"Annexure B". g) With respect to the Managerial remuneration to be included inthe auditor's report in accordance with the requirements of section 197(16) of the Act asamended: In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the company to its directors during theyear is in accordance with the provisions of Section 197 of the Act. h) With respect tothe other matters to be included in the Auditor's report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules 2014 in our opinion and to the best of ourinformation and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements Refer Note 39(B) to the financial statements; ii. TheCompany did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses; iii. There has been no delay in transferringamounts required to be transferred to the Investor Education and Protection Fund by theCompany.

iv. a. The Management has represented that to the best of its knowledge and belief nofunds (which are material either individually or in the aggregate) have been advanced orloaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other person or entity including foreignentity ("Intermediaries") with the understanding whether recorded in writingor otherwise that the Intermediary shall whether directly or indirectly lend or investin other persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

b. The Management has represented that to the best of its knowledge and belief nofunds (which are material either individually or in the aggregate) have been received bythe Company from any person or entity including foreign entity ("FundingParties") with the understanding whether recorded in writing or otherwise that theCompany shall whether directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries; c. Based on the audit procedures that have beenconsidered reasonable and appropriate in the circumstances nothing has come to our noticethat has caused us to believe that the representations under sub-clause (a) and (b) abovecontain any material misstatement. v a. The final dividend paid by the Company during theyear in respect of the same declared for the previous year is in accordance with section123 of the Act to the extent it applies to payment of dividend. b. As stated in note 37(B)to the financial statements the Board of Directors of the Company have proposed finaldividend for the year which is subject to the approval of the members at the ensuingAnnual General

Meeting. The dividend declared is in accordance with section 123 of the Act to theextent it applies to declaration of dividend.

Annexure - A to the Auditor's Report

The Annexure referred to in para 1 under the heading of "Report on other Legal andRegulatorry Requirement of our report of even date to the members of SURYLATA SPINNINGMILLS LIMITED for the year ended March 31 2022.

1. In respect of the Company's property plant and Equipment and Intangible Assets: a.(A) The Company has maintained proper records showing full particulars includingquantitative details and situation of property Plant and Equipment and relevant detailsof right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangibleassets. b. The Company has a regular progam of physcial verification of its propertyplant and equipment and right of use assets under which the assets are physciallyverified in a phased manner over a period of three year which in our opinion isreasonable having regard to the size of the company and the nature of its assets. Inaccordance with this program certain property Plant and equipment were verified duringthe year and no material discrepancies were noticed on such verification c. According tothe information and explanations given to us and on the basis of our examination of therecords of the company the title deeds of all immovable properties (other than propertieswhere the company is the lessee and the lease agreements are duly executed in favour ofthe lessee) are held in the name of the Company. d. The company did not revalue itsproperty plant and Equipment (including right of use assets) or intangible assets duringthe year. Accordinggly Paragraph 3 (i)(d) of the Order is not applicable. e. There are noproceedings intiated or are pending against the company for holding any benami propertyunder the prohibition of Benami property Transactions Act 1988 and rules made thereunder2. a. The management has conducted physcial verfication of invertory at reasonableintervals during the year. In our opinion the coverage and procedur of such verificationby the management is appropriate and no discrepancies of 10% or more in the aggregate foreach calss of inventory were noticed. b. In our opinion and according to the informationand explanation given to us and the records of the Company examined by us during thecourse of the audit the quarterly returns or statements filed by the company with banksor financial institutions are in agreement with the books of account of the Company.

3. The Company has not granted any loans to companies firms Limited Partnerships orany othe parties. Therefore the provisions of Clauses {a} to {f} of sub para {iii} pfpara 3 of the said Order are not applicabe for the year under report:

4. The Company has not granted any loans or made any investments or provided anyguranteed or security to the parties covered under sections 185 and 186. Therefore theprovisions of clause 3(iv) of the said order not applicable to the company.

5. The Company has not accepted any deposit or amount which are deemed to be deposits.Hence reporting under clause 3(v) of the Order is not applicable.

6. We have broadly reviewed the cost records maintained by the company pursuant tosub-section (1) of section 148 of the Companies Act and are of the opinion that primefacie the prescribed accounts and recors have been made and maintained. We have howevernot made a detailed examination of the cost records with view to determine whether theyare accurate or complete.

7. a. Accoring to the recording the company is regular in depositing statutory duesincluding Goods and service tax provident fund employees' state insurance income-taxservice tax duty of customs duty of excise value added tax cess and all other materialstatutiry dues with the appropriate authorities and there were no arrears of statutorydues as at March 31 2022 for a period of more than six months from the date they becamepayable.

b. According to the records of the company and the information and explanations givento us there were no statutory dues referred to in subclause (a) have not been depositedon account of any dispute.

8. According to the information and explanations given to us no transactions weresurrendered or disclosed as income during the year in the tax assessments under the incomeTax Act 1961 (43 of 1961) which have not been recoreded in the books of accounts.

9. a. According to the information and explanations given to us the Company has notdefaulted in repayment of loans or in the payment of interest thereon to any lender. b.According to the information and explanations given to us including representationrecevied form the management of the Company and on the basis of our audit proceduresm wereport that the company has not been declared a willful defaulter by any bank or financialinstitution or other lender. c. In our Opinion and according to the information andexplanations given to us the company has utilized the money obtained by way of term loansduring the year for the purposes for which they were obtained. d. In our opinion andaccording to the information and explanations given to us and on an overall examinationof the financial statement of the company funds raised on short-term basis have primafacie not been used during the year for long-term purpose by the company e. the companythe does not have subsidiaries associates or joint ventures. Hence para 3{ix} (e theabove mentioned order is not applicable; f. the company does not have subsidiariesassociates or joint ventures. Hence para 3{ix} {f} of the above mentioned Order is notapplicable 10. a. The company did not rise any money by way of initial public offer orfurther public offer (including debt instruments) during the year. Accordingly Paragraph3 (x)(a) of the Order is not applicable. b. The Company has not made any perferentialallotment or private placement of shares or convertible debentures (fully partially oroptionally convertible) during the year. Hence reporting under paragraph 3(x)(b) of theorder doesn't arise.

11. a. No fraud by the company and no material fraud on the company has been noticed orreported during the year. b. No report under sectioon 143(12) of the Act has been filedwith the Central Government for the period covered by our audit. c. According to theinformation and explanations given to us including the representation made to us by themanagement of the company there are no Whistle-blower complaints received by the companyduring the year. 12. In our opinion and according to the information and explanationsgiven to us the company is not a Nidhi Company. Accordinngly paragraph 3(xii) of theorder is not applicable.

13. According to the information and explanations given to us and based on ourexamiantion of the records of the company the company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions of theSection 197 read with Schedule V to the Act.

14. a. In our opinion the company has an adequate internal audit system commensuratewith the size and nature of its business; b. We have considered the reports of theInternal Auditors for the period under audit.; 15. According to the information andexplanations given to us and based on our examination of the records of the Companytransactions with the related parties are in compliance with sections 177 and 188 of theAct where applicable and details of such transactions have been disclosed in the financialstatements as required by the applicable accounting standards. 16. a. In our opinion theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934. Accordingly para 3(xvi) (a) of the Order is not applicable. b. The Company isnot engaged in any Non-Banking Financial or Housing Finance activities. Accordingly para3 (xvi) (b) of the Order is not applicable. c. The company is not a Core InvestmentCompany (CIC) as defined in the regulations made by the Reserve Bank of India. Hence Para3(xvi) (c) of the said Order is not applicable. d. The Company is not part of any group(as per the provisions of the Core Investment Companies (Reserve Bank) Directions 2016 asamended). Accordingly para 3(xvi) (d) is not applicable.

17. The company has not incurred any cash losses in the financial year and also in theimmediately preceding financial year. 18. There is no resignation of statutory auditors ofthe Company during the year.

19. On the basis of the financial ratios ageing and expected dates of realisation offinancial assets and payment of financial liabilities other information accompanying thefinancial statements and our knowledge of the Board of Directors and Management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.

20. According to the information and explanations given to us the Company does nothave any unspent amount in respect of any ongoing or other than ongoing project as at theexpiry of the financial year. Accordingly Para 3(xx)(a) and (b) of the Order is notapplicable for the year.

21. The Company does not have subsidiaries associates or joint ventures. Hence para 3{xxi} of the above said Order with regard to qualifications or adverse remarks in CAROreports of the companies included in the consolidated financial statements is notapplicable.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference to financial statementsof SURYALATA SPINNING MILLS LIMITED ("the Company") as of March 31 2022 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditor's Responsibility

Rs Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the "Guidance Note") and the Standards on Auditingprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to financial statements both issued by ICAI.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to financial statements was established and maintainedand if such controls operated effectively in all material aspects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of internal financial controls withreference to these financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud and error. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on theCompany's financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

A company's internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements includes those policies and procedures that: (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditure of the Company are being made only in accordance withauthorisations of management and directors of the Company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the Company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls with Reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with policies orprocedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls with reference to financial statements and such internal financialcontrols with reference to financial statements were operating effectively as at March 312022 based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.